Novel derivatives of common plant polyphenol antioxidants have been synthesized. The compounds improve water and lipid solubility of the parent compounds, making them more suitable for topical application. The derivatives will be tested for their ability to photoprotect pig skin in vivo. Photoprotection will be measured as reduction in erythema, thymine dimer formation, apoptosis and signal transduction. After maximizing formulations for photoprotection, observations will be extended to human skin. The goal of this work will be to develop topical antioxidant formulations to protect human skin from skin cancer and photoaging changes.